REG - Direct Line Ins Grp Aviva PLC - UPDATE ON CONDITIONS AND SCHEME TIMETABLE

Direct Line InsuranceAnnouncement

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RNS Number : 0807N  Direct Line Insurance Group PLC  17 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 17 June 2025

RECOMMENDED CASH AND SHARE OFFER

For Direct Line insurance group plc ("Direct line")

BY AVIVA PLC ("AVIVA")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

UPDATE ON CONDITIONS AND SCHEME TIMETABLE

COURT SANCTION HEARING SCHEDULED FOR 1 JULY 2025

On 23 December 2024, the boards of directors of Aviva and Direct Line
announced that they had reached agreement on the terms of a recommended cash
and share offer for the entire issued and to be issued share capital of Direct
Line (the "Acquisition"), to be implemented by way of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

On 10 February 2025, Direct Line published a circular in relation to the
Scheme (the "Scheme Document"). Capitalised terms used in this announcement
shall, unless otherwise defined, have the same meanings as set out in the
Scheme Document.

On 10 March 2025, Direct Line announced that, at a Court Meeting and General
Meeting held on that date, all shareholder resolutions relating to the
Acquisition were approved by the requisite majorities.

Update on Conditions

Direct Line and Aviva are pleased to announce that: (i) the FCA and the PRA
have each given written notice to Aviva approving the acquisition of control
in respect of a UK authorised person contemplated by the Acquisition and (ii)
the SRA has approved the acquisition by Aviva (and its applicable
subsidiaries) of a material interest in DLG Legal Services Limited.
Accordingly, Conditions 3(a) and 3(b) set out in Part A of Part III
(Conditions to the Implementation of the Scheme and to the Acquisition) of the
Scheme Document have been satisfied.

Clearance from the CMA in respect of the Acquisition is a condition to the
Acquisition, as set out in Condition 3(c) in Part A of Part III of the Scheme
Document (the "CMA Condition"). Aviva has waived the CMA Condition. Following
constructive engagement with the CMA, Aviva remains confident of securing
unconditional clearance by the phase 1 statutory deadline.

As a result, Aviva and Direct Line are pleased to confirm that all Conditions
relating to the receipt of regulatory and antitrust approvals have now been
satisfied or (where capable of waiver) waived.

The Scheme remains subject to certain other Conditions set out in Part III of
the Scheme Document including, amongst other things, sanction by the Court at
the Sanction Hearing and the delivery of a copy of the Court Order to the
Registrar of Companies.

Full details of the Acquisition are set out in the Scheme Document.

Next steps and expected timetable

An updated expected timetable of principal events for the implementation of
the Scheme is set out below. In particular, the Sanction Hearing has been
scheduled to be held on 1 July 2025 and the Scheme is expected to become
Effective on 1 July 2025.

These dates and times are indicative only and subject to change. If any of the
dates and/or times in the expected timetable change, the revised dates and/or
times will be notified to Direct Line Shareholders by announcement through a
Regulatory Information Service and by making such announcement available on
Direct Line's website at https://www.directlinegroup.co.uk/en/investors
(https://www.directlinegroup.co.uk/en/investors) .

 Event                                                                           Time and/or date ((1))
 Court Sanction Hearing                                                          1 July 2025
 Last day for dealings in, and for the registration of transfer of, and          1 July 2025
 disablement in CREST of, Direct Line Shares
 Scheme Record Time                                                              6.00 p.m. on 1 July 2025 ((2))
 Effective Date                                                                  after 6.00 p.m. on 1 July 2025 ((3))
 Suspension of trading, and dealings in, Direct Line Shares                      7.30 a.m. on 2 July 2025
 Cancellation of listing of Direct Line Shares on the Official List and of        by 8.00 a.m. on 3 July 2025
 trading of Direct Line Shares on the London Stock Exchange
 New Aviva Shares to be issued to Direct Line Shareholders                       by 8.00 a.m. on 3 July 2025
 Admission of New Aviva Shares and commencement of dealings in New Aviva Shares  by 8.00 a.m. on 3 July 2025
 on the London Stock Exchange
 CREST accounts of Direct Line Shareholders credited with New Aviva Shares       on or as soon as possible after

8:00 a.m. on 3 July 2025 but not later than 14 days after the Effective Date
 CREST accounts of Direct Line Shareholders credited with: (i) the cash element  within 14 days after the Effective Date
 of the Offer Consideration; and (ii) any cash due in relation to the sale of

 fractional entitlements
 Despatch of share certificates for New Aviva Shares and of cheques for, or      within 14 days after the Effective Date
 initiation of electronic payments in respect of: (i) the cash element of the
 Offer Consideration; and (ii) any cash due in relation to the sale of
 fractional entitlements for those Direct Line Shareholders who do not hold
 their Direct Line Shares in CREST, or, where applicable, the despatch of
 cheques for the cash due to Restricted Shareholders under the Scheme
 Long Stop Date                                                                  31 December 2025 ((4))

 

Notes:

(1)   The dates and times are indicative only and are based on current
expectations and may be subject to change and will depend on, among other
things, the date on which the Conditions to the Scheme are satisfied or, if
capable of waiver, waived, and the date on which the Court sanctions the
Scheme. References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change, the revised
times and/or dates will be notified to Direct Line Shareholders by
announcement through a Regulatory Information Service.

(2)   Scheme Shareholders who are on the Register at this time are entitled
to receive the Offer Consideration under the Acquisition.

(3)   The Scheme shall become Effective as soon as a copy of the Court Order
has been delivered to the Registrar of Companies. This is expected to occur
following the Scheme Record Time. The events which are stated as occurring on
subsequent dates are conditional on the Effective Date and operate by
reference to that date.

(4)   This is the latest date by which the Scheme may become Effective
unless there is a Phase 2 CMA Reference and the Condition set out in paragraph
3(c)(i) of Part III (Conditions to the Implementation of the Scheme and to the
Acquisition) of the Scheme Document has not been waived or invoked by Aviva,
in which case the Long Stop Date will be extended to 27 October 2026. In
either case, the Long Stop Date may be extended to such later date as may be
agreed in writing by Aviva and Direct Line (with the Panel's consent and Court
approval (if such approval(s) are required)).

 Enquiries

 Direct Line
 Media
 Anna Lucuk (Director of Corporate Affairs)                            +44 (0)7765 533 243
 Investors and analysts
 Dhruv Gahlaut, CFA (Chief Strategy & Investor Relations Officer)      +44 (0)7385 481177
 Morgan Stanley & Co. (Joint Lead Financial Adviser and Joint Corporate
 Broker to Direct Line)
 Ben Grindley / Laurence Hopkins / Melissa Godoy / Jonathan Gold       +44 (0)20 7425 8000
 Robey Warshaw (Joint Lead Financial Adviser to Direct Line)
 Simon Robey / Chetan Singh / Kunal Ranpara                            +44 (0)20 7317 3999
 RBC Capital Markets (Joint Financial Adviser and Joint Corporate Broker to
 Direct Line)
 Oliver Hearsey / Daniel Ohana / Elliot Thomas                         +44 (0)20 7653 4000
 Brunswick Group (PR Adviser to Direct Line)
 Nick Cosgrove / Diana Vaughton / Freya Semken                         +44 (0)20 7404 5959

 Aviva
 Media
 Andrew Reid                                                           +44 (0)7800 694 276
 Sarah Swailes                                                         +44 (0)7800 694 859
 Investors and analysts
 Greg Neilson                                                          +44 (0)7800 694 564
 Joel von Sternberg                                                    +44 (0)7384 231 238
 Michael O'Hara                                                        +44 (0)7387 234 388
 Citi (Joint Financial Adviser and Joint Corporate Broker to Aviva)
 Peter Brown / Sian Evans / Peter Catterall / Michael Lamb             +44 (0)20 7986 4000
 Goldman Sachs International (Joint Financial Adviser and Joint Corporate
 Broker to Aviva)
 Anthony Gutman / Nimesh Khiroya / Bertie Whitehead                    +44 (0)20 7774 1000

 

Slaughter and May is acting as legal adviser to Direct Line and Clifford
Chance LLP is acting as legal adviser to Aviva.

 

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition or otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise; nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful.

 

The Acquisition is being made solely pursuant to the terms of the Scheme
Document which (together with the Forms of Proxy) contains the full terms and
conditions of the Acquisition.

 

The statements contained in this announcement are made as at the date of this
announcement, unless  some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

 

This announcement does not constitute a prospectus or prospectus equivalent
document.

 

Important notices about financial advisers

Morgan Stanley & Co., which is authorised by the PRA and regulated by the
PRA and the FCA in the United Kingdom, is acting exclusively for Direct Line
and for no one else in connection with the Acquisition and neither Morgan
Stanley & Co. nor any of its affiliates, nor their respective directors,
officers, employees or agents will be responsible to anyone other than Direct
Line for providing the protections afforded to its clients or for providing
advice in relation to the Acquisition or the contents of this announcement.

Robey Warshaw which is authorised and regulated in the United Kingdom by the
FCA, is acting as financial adviser exclusively for Direct Line and no one
else in connection with the matters referred to in this announcement and will
not regard any other person as its client in relation to the matters referred
to in this announcement and will not be responsible to anyone other than
Direct Line for providing the protections afforded to clients of Robey
Warshaw, nor for providing advice in relation to the matters referred to in
this announcement.

RBC Capital Markets which is authorised by the PRA and regulated by the PRA
and the FCA in the United Kingdom, is acting exclusively for Direct Line and
for no one else in connection with the Acquisition and neither RBC Capital
Markets nor any of its affiliates, nor their respective directors, officers,
employees or agents will be responsible to anyone other than Direct Line for
providing the protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this announcement or any other
matters referred to in this announcement.

Citi, which is authorised by the PRA and regulated in the United Kingdom by
the PRA and FCA is acting as financial adviser exclusively for Aviva and for
no one else in connection with the matters described in this announcement, and
will not be responsible to anyone other than Aviva for providing the
protections afforded to its clients nor for providing advice in relation to
the matters referred to in this announcement. Neither Citi nor any of its
affiliates, directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, tort, in delict, under statute or otherwise) to any person who is
not a client of Citi in connection with this announcement, any statement
contained herein or otherwise.

Goldman Sachs International, which is authorised by the PRA and regulated by
the PRA and the FCA in the United Kingdom, is acting exclusively for Aviva and
no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than Aviva for providing the
protections afforded to clients of Goldman Sachs International, or for
providing advice in connection with the matters referred to in this
announcement.

 

Overseas shareholders

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom, and the availability of the
Acquisition to Direct Line Shareholders who are not resident in the United
Kingdom, may be restricted by the laws of those jurisdictions and therefore
persons into whose possession this announcement comes should inform themselves
about and observe such restrictions Any failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.

 

Unless otherwise determined by Aviva or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by use of mails
or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.

 

This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom. Nothing in this announcement should be relied on for any other
purpose. Overseas Shareholders should consult their own professional advisers
with respect to the legal and tax consequences of the Scheme.

 

Further details in relation to Overseas Shareholders are contained in
paragraph 18 of Part II (Explanatory Statement) of the Scheme Document.

 

The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the FCA.

 

Forward-looking statements

This announcement, oral statements made regarding the Acquisition, and other
information published by Direct Line or Aviva may contain statements about
Direct Line or Aviva that are or may be deemed to be forward looking
statements. All statements other than statements of historical facts included
in this announcement may be forward looking statements.

Without limitation, any statements preceded or followed by or that include the
words "targets", "plans", "believes", "expects", "aims", "intends", "will",
"may", "shall", "should", "anticipates", "estimates", "projects", "is subject
to", "budget", "scheduled", "forecast" or words or terms of similar substance
or the negative thereof, are forward looking statements. Forward looking
statements include statements relating to the following: (i) the ability to
complete the Acquisition in a timely manner, (ii) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (iii)
business and management strategies and the expansion and growth of Direct
Line's or Aviva's operations and potential synergies resulting from the
Acquisition; and (iv) the effects of government regulation and/or global
and/or local economic conditions on the wider Direct Line Group's or the wider
Aviva Group's business.

Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Direct Line and Aviva about future events, and are therefore
subject to risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied in any
forward looking statements, including, but not limited to: the impact of
ongoing uncertain conditions in the global financial markets and the national
and international political and economic situation generally (for example, in
respect of the war in Ukraine following the Russian invasion, and/or the
conflict in the Middle East), market developments and government actions,
changes in or inaccuracy of assumptions in pricing and reserving for insurance
business, particularly with regards to lapse rates and policy renewal rates, a
cyclical downturn of the insurance industry, the impact of natural and
man-made catastrophic events (including pandemics) on Direct Line's and/or
Aviva's business activities and results of operation, the transitional,
litigation and physical risks associated with climate change, failure to
understand and respond effectively to the risks associated with
sustainability, regulatory approval of changes to the Direct Line Group's
and/or Aviva Group's internal model for calculation of regulatory capital
under the UK's version of Solvency II rules, the impact of recognising an
impairment of Direct Line's and/or Aviva's goodwill or intangibles with
indefinite lives, changes in valuation methodologies, estimates and
assumptions used in the valuation of investment securities, the effect of
legal proceedings and regulatory investigations, the impact of operational
risks, including inadequate or failed internal and external processes, systems
and human error or from external events and malicious acts (including cyber
attack and theft, loss or misuse of customer data), increased competition, the
loss of or damage to one or more key customer relationships, changes to
habits, the outcome of business or industry restructuring, the outcome of any
litigation, changes in global, political, social, business and economic
conditions, changes in the level of capital investment, currency fluctuations,
changes in interest and tax rates, changes in market prices, changes in (and
to interpretations of) laws, regulations or regulatory policies, developments
in legal or public policy doctrines, technological developments, the failure
to retain key employees, or the timing and success of future offer
opportunities or major investment projects and the impact of any acquisitions
or similar transactions. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward looking
statements.

Such forward looking statements should therefore be construed in light of such
factors. Neither Direct Line nor Aviva, nor any of their respective associates
or directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward looking statements in this announcement will actually occur. Due to
such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of the date
hereof. All subsequent oral or written forward looking statements attributable
to any member of the Direct Line Group or the Aviva Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.

Direct Line and Aviva expressly disclaim any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as, or is to be construed as, a
profit forecast or profit estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or earnings per
Direct Line Share or Aviva Share for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for Direct Line Shares or Aviva Shares. No statement in
this announcement (including any statement of estimated costs savings or
synergies) is intended as a quantified financial benefits statement for the
purposes of the Takeover Code.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and any document incorporated by reference will be made available, free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Direct Line's website at
https://www.directlinegroup.co.uk/en/investors
(https://www.directlinegroup.co.uk/en/investors) and Aviva's website at
https://www.aviva.com/investors/offer-for-direct-line-insurance-group-plc/
(https://www.aviva.com/investors/offer-for-direct-line-insurance-group-plc/)
by no later than 12.00 noon (London time) on the Business Day following the
date of this announcement. For the avoidance of doubt, the contents of these
websites are not incorporated into, and do not form part of, this
announcement.

 

General

If you are in any doubt as to the contents of this announcement or the action
you should take, you should consult your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser who, if you are taking
advice in the United Kingdom, is authorised pursuant to FSMA or, if you are
taking advice outside the United Kingdom, is an appropriately authorised
independent professional adviser.

 

 

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